23 September 2014
CA Sperati PLC
("CA Sperati" or the "Company")
Subscription raising £400,000
Proposals for existing business
and
Non-binding heads of agreement for possible investment
Subscription
CA Sperati is pleased to announce that the Company has raised £400,000 before expenses, by way of an oversubscribed institutional subscription of 13,333,333 new ordinary shares ("the Subscription Shares") at a subscription price of 3 pence per share ("Subscription"). The Subscription is conditional only upon admission of the Subscription Shares to trading on AIM ("Admission") and has been carried out within the Company's existing share authorities. Furthermore, each Subscription Share carries one warrant which entitles the holder to subscribe for one new ordinary share in the Company up to 19 September 2015, at a price of 3 pence per share. Application has been made for the Subscription Shares to be admitted to trading on AIM and it is anticipated that Admission will occur on or around 26 September 2014.
Proposed disposal of existing business
The board of CA Sperati ("Board") has been investigating ways of expanding the existing apparel business both by means of acquisition and internal opportunities and has reached the view that that this is going to be difficult to do in a way that is attractive to investors compared to other opportunities for investment which are available. The Board has therefore resolved that it would be a better course of action to sell or otherwise reassign the capital employed in the apparel business and redeploy this by means of investing in areas which are more in line with Market trends. These could include oil & gas and the resources sector in general. Accordingly, the board will shortly make a further announcement confirming the details of the proposals, including a General Meeting at which Shareholders in the Company will be asked, in accordance with the AIM Rules to vote on the realisation of the existing business (the effect of which is that the Company will cease to own, control or conduct all, or substantially all, of its existing trading business) and the adoption of an appropriate investing policy. The net proceeds of the Placing will be used for general working capital purposes and, if the investing policy is approved by Shareholders, for the purposes of investment in line with that policy.
Possible investment in Kentucky Oil and Gas plc
The Company has entered into a non-binding heads of agreement to subscribe for 3,333,333 new ordinary shares in the capital of Kentucky Oil and Gas plc ("KOG"), at a price of 4.5p per share, which will amount to approximately 4% of the enlarged share capital of KOG. Under the non-binding heads of agreement there is a binding exclusivity clause to the effect that neither KOG nor its directors, management or advisers will before 4 weeks of 22 September 2014, solicit any approach or offer, or enter into or continue any negotiations or discussions with, any person, other than CA Sperati, to acquire all or any of the shares in KOG or any part of its business or assets.
Subject to the approval of an investing policy and the disposal or realisation of the existing business in the Company, as referred to above, the subscription for the shares in KOG will be made through a cash investment of £150,000. The Board has been informed that KOG will use the cash investment to continue the process of re-opening another of its existing oil wells. In addition, this investment will enable KOG to commence fracking on one of the existing wells.
KOG owns a lease of a 500 acre site in the State of Kentucky, US. KOG recently commissioned a Competent Person's Report from the University of Western Kentucky showing approximately 1.45 million barrels of Oil on its leases. There are 10 existing oil wells which require re-opening at the site and there is potential to drill further wells on additional surrounding oil leases. There is a team of existing oil and gas engineers on the ground, that have a near term production target of 300 barrels of oil per day.
A further announcement will be made in relation to the Company's proposed investment in KOG, setting out the full details required under Schedule 4 of the AIM Rules for Companies, following completion of the proposed investment.
TVR
For the purposes of the Disclosure and Transparency Rules of the Financial Conduct Authority, the Board of the Company is required to notify the market of the following:
Following completion of the Subscription, the Company's issued share capital will consist of 32,616,811 Ordinary Shares of 0.5 pence each, with voting rights ("Ordinary Shares"). The Company does not hold any Ordinary Shares in Treasury.
Therefore the total number of Ordinary Shares in the Company with voting rights will be 32,616,811.
The above figure of 32,616,811 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
For further information on CA Sperati please visit the Company's website: www.casperatiplc.com or please contact:
C A Sperati plc |
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Jason Drummond, Executive Chairman, |
Tel: 0207 148 3008 |
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Beaumont Cornish Limited (Nominated Adviser & Joint Broker) |
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Roland Cornish |
Tel: 0207 628 3396 |
Emily Staples |
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Peterhouse Corporate Finance (Joint Broker) |
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Lucy Williams |
Tel: 020 7469 0936 |
